8-K
filed April 11, 2025, 7:59 PM ET
ticker MGTE
CIK 0001965052
M&A
confidence high
sentiment neutral
materiality 0.85
Marblegate Capital Corp (MGTE): M&A transaction — Marblegate closes business combination with DePalma; stock to trade on OTCQX under MGTE
Marblegate Capital Corp
- Closed combination with DePalma; DePalma valued at ~$629.5M; New MAC owns 83.7%.
- 322,274 shares redeemed for ~$11.05 each ($3.6M aggregate); 73.9M shares outstanding post-close.
- Common and warrants to trade on OTCQX under "MGTE" and "MGTEW" starting April 10, 2025.
- New board: Andrew Milgram, Sarah Feinberg, Harvey Golub, Frederick Herbst; CEO Milgram.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Milgram was appointed as Director at Marblegate Capital Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective as of the Closing, the following people were appointed as directors of the Company: • Andrew Milgram; • Sarah E. Feinberg; • Harvey Golub; and • Frederick C. Herbst.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sarah E. Feinberg was appointed as Director at Marblegate Capital Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective as of the Closing, the following people were appointed as directors of the Company: • Andrew Milgram; • Sarah E. Feinberg; • Harvey Golub; and • Frederick C. Herbst.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Milgram was appointed as Chief Executive Officer at Marblegate Capital Corp.
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
the executive officers of the Company are: • Andrew Milgram, Chief Executive Officer; • Paul Arrouet, President; and • Jeffrey Kravetz, Chief Financial Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Frederick C. Herbst was appointed as Director at Marblegate Capital Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective as of the Closing, the following people were appointed as directors of the Company: • Andrew Milgram; • Sarah E. Feinberg; • Harvey Golub; and • Frederick C. Herbst.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Kravetz was appointed as Chief Financial Officer at Marblegate Capital Corp.
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
the executive officers of the Company are: • Andrew Milgram, Chief Executive Officer; • Paul Arrouet, President; and • Jeffrey Kravetz, Chief Financial Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Harvey Golub was appointed as Director at Marblegate Capital Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective as of the Closing, the following people were appointed as directors of the Company: • Andrew Milgram; • Sarah E. Feinberg; • Harvey Golub; and • Frederick C. Herbst.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul Arrouet was appointed as President at Marblegate Capital Corp.
- Action
- appointed
- Role
- President
Exact text from the filing
the executive officers of the Company are: • Andrew Milgram, Chief Executive Officer; • Paul Arrouet, President; and • Jeffrey Kravetz, Chief Financial Officer.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Marblegate Capital Corp: On the Closing Date, New MAC amended and restated its certificate of incorporation, effective upon filing with the Secretary of State of Delaware (effective 2025-04-11).
- Change
- charter amendment
- Effective
- 2025-04-11
Exact text from the filing
On the Closing Date, New MAC amended and restated its certificate of incorporation (as amended and restated, the “ Amended and Restated Charter ”), which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date and included the amendments proposed by “ Proposal No. 2—The Organizational Document Proposals ”
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Marblegate Capital Corp: New MAC adopted amended and restated bylaws, effective immediately prior to the Closing (effective 2025-04-11).
- Change
- bylaw amendment
- Effective
- 2025-04-11
Exact text from the filing
and adopted amended and restated bylaws (the “ Amended and Restated Bylaws ”), which became effective immediately prior to the Closing.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.98
Marblegate Capital Corp: As a result of the Business Combination, the Company ceased to be a shell company (effective 2025-04-11).
- Change
- shell status
- Effective
- 2025-04-11
Exact text from the filing
As a result of the Business Combination, which fulfilled the definition of an “initial business combination” as required by MAC’s organizational documents, the Company ceased to be a shell company upon the closing of the Business Combination.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Marblegate Capital Corp underwent a change of control involving Marblegate Acquisition Corp. (MAC) for valuation of the participating funds' interests in DePalma of approximately $629.5 million (closed 2025-04-07).
- Action
- change of control
- Counterparty
- Marblegate Acquisition Corp. (MAC)
- Consideration
- valuation of the participating funds' interests in DePalma of approximately $629.5 million
- Closing
- 2025-04-07
Exact text from the filing
”) issuable in connection with the consummation of the Business Combination is based on a valuation of the participating funds’ interests in DePalma of approximately $629.5 million including Minimum Cash. The MAC Per Share Consideration allocable to each share of MAC Common Stock is the number of shares of New MAC Common Stock, rounded up to the nearest
View on SEC.gov
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